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Form 8-K

sec.gov

8-K — Ambiq Micro, Inc.

Accession: 0001193125-26-218189

Filed: 2026-05-12

Period: 2026-05-12

CIK: 0001500412

SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ambq-20260512.htm (Primary)

EX-99.1 (ambq-ex99_1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: ambq-20260512.htm · Sequence: 1

8-K

0001500412false00015004122026-05-122026-05-12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 12, 2026

Ambiq Micro, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-42766

27-1911389

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

6500 River Place Blvd.

Building 7

Austin, Texas

78730

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: 512 879-2850

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, $0.000001 par value per share

AMBQ

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On May 12, 2026, Ambiq Micro, Inc. (the "Company") issued a press release to report financial results for its first quarter ended March 31, 2026. A copy of the press release is attached as Exhibit 99.1 and is incorporated by reference herein.

The information set forth in this Item 2.02, including Exhibit 99.1 hereto, shall be deemed "furnished" and not "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number

Description

99.1

Press Release of Ambiq Micro, Inc. dated May 12, 2026

104

Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Ambiq Micro, Inc.

Date:

May 12, 2026

By:

/s/ Jeffrey G. Winzeler

Name:

Title:

Jeffrey G. Winzeler

Chief Financial Officer

EX-99.1

EX-99.1

Filename: ambq-ex99_1.htm · Sequence: 2

EX-99.1

Ambiq Reports First Quarter 2026 Financial Results

First quarter net sales exceeded guidance, increasing 59.3% year-over-year on expanding demand for edge AI

GAAP gross margin was 43.5%; non-GAAP gross margin was 46.2%, reflecting improved manufacturing efficiencies

Expect strong second quarter net sales of $31.0 million to $32.0 million, driven by continued edge AI demand momentum and strong execution

AUSTIN, Texas, May 12, 2026 — Ambiq Micro, Inc. (“Ambiq”) (NYSE: AMBQ), a technology leader in ultra-low-power semiconductor solutions for edge AI, today announced financial results for the first quarter 2026.

First Quarter 2026 Highlights

Exceptional start to 2026 with accelerating demand momentum: Delivered strong first quarter net sales, increasing year-over-year and sequentially. This reflects strong demand for edge AI solutions, expanding customer adoption of Ambiq products and upgrades to higher-value Apollo platforms, with more than 80% of units shipped running AI algorithms.

Manufacturing efficiency supports profitability: Gross margin performance reflects optimized production processes, helping to offset industry-wide cost pressures.

Expanded customer and end market diversification: In first quarter 2026, the Company's top three customers accounted for approximately 71% of net sales, compared to 86% in first quarter 2025. For the full year, net sales outside of personal devices is expected to double in 2026 compared to 2025.

Continued recognition as edge AI innovator: Won the 2026 Embedded World Award in the Best Tools category for heliaAOT™, its ahead-of-time AI compiler, marking the third consecutive year of recognition and reinforcing Ambiq’s leadership in ultra-low-power edge AI solutions.

Breakthrough in ultra-low-power semiconductor platform development: Revealed its 12nm SPOT® platform powering the upcoming Atomiq® SoC, enabling operation down to 300mV, the lowest voltage in Company history, and advancing energy-efficient performance for next-generation edge AI devices.

Expansion of global R&D footprint to accelerate edge AI innovation: Announced a multi-year Singapore-based R&D program, supported by the Economic Development Board, to advance next-generation edge AI technologies and expand development and licensing of its SPOT® platform.

Management Commentary

“We have started 2026 with exceptional momentum, delivering strong results driven by accelerating demand for edge AI capabilities and strong execution. Our differentiated, ultra-low power SPOT platform positions us as the partner of choice for enabling on-device intelligence as we expand our presence across a broader range of form factors, use cases, customers and end markets,” said Fumihide Esaka, CEO of Ambiq. “With established technology leadership, positive demand trends, and a robust product roadmap, we remain confident in our ability to drive durable top-line growth and margin expansion in the years ahead.”

Summary of First Quarter 2026 Results

GAAP

(Unaudited; $ in thousands)

Three months ended March 31,

Three months ended December 31,

Three months ended March 31,

Quarter over quarter change

Year over year change

2026

2025

2025

Net sales

$

25,060

$

20,744

$

15,732

20.8

%

59.3

%

Gross profit

$

10,891

$

8,859

$

8,389

22.9

%

29.8

%

Gross margin

43.5

%

42.7

%

53.3

%

0.8 pts

-9.8 pts

Operating expense

$

22,580

$

20,821

$

17,130

8.4

%

31.8

%

Net loss

$

(10,171

)

$

(10,679

)

$

(8,284

)

$

508

$

(1,887

)

NON-GAAP FINANCIAL MEASURES*

(Unaudited; $ in thousands)

Three months ended March 31,

Three months ended December 31,

Three months ended March 31,

Quarter over quarter change

Year over year change

2026

2025

2025

Non-GAAP Gross profit

$

11,577

$

9,436

$

7,412

22.7

%

56.2

%

Non-GAAP Gross margin

46.2

%

45.5

%

47.1

%

0.7 pts

-0.9 pts

Non-GAAP Operating expense

$

18,144

$

16,599

$

13,148

9.3

%

38.0

%

Non-GAAP Net loss

$

(5,046

)

$

(5,861

)

$

(5,217

)

$

815

$

171

*Non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expense and non-GAAP net loss are non-GAAP financial measures. See "Non-GAAP Financial Measures" below for definitions of each of these measures, and the tables accompanying this press release for reconciliations of these measures to their most comparable GAAP measure.

Second Quarter Business Outlook1

Ambiq’s current expectations for the quarter ending June 30, 2026, include the following:

Net sales within a range of $31.0 million to $32.0 million

Non-GAAP gross margin between 45.0% and 46.0%

Non-GAAP operating expense of $21.0 million to $22.0 million

Non-GAAP net loss per share within a range of ($0.29) to ($0.23) based on a weighted average share count of 21.38 million shares outstanding

1Ambiq's financial outlook is based on assumptions that it believes to be reasonable as of the date of this release, but may be materially affected by many factors, as discussed below in "Forward-Looking Statements." Actual results may vary from the guidance and the variations may be material. We undertake no intent or obligation to publicly update or revise this outlook, whether as a result of new information, future events or otherwise, except as required by law. The Company is unable to include a reconciliation of forward-looking non-GAAP net loss per share, non-GAAP gross margin and non-GAAP operating expense to the most directly comparable GAAP measure without unreasonable effort due to the high variability with respect to the impact of items such as depreciation and amortization and, stock-based compensation expense and other items that are excluded from these non-GAAP measures.

Conference Call

Ambiq will host a conference call for analysts and investors today at 8:30 a.m. Eastern Time. Interested participants can access the call by dialing 1-833-461-5787 and providing conference ID 507165301. International callers may join the call by dialing +1-585-542-9983, using the same code. The call will also be available as a live and archived webcast on the Events & Presentations section of Ambiq's Investor Relations website.

About Ambiq Micro

Headquartered in Austin, Texas, Ambiq's mission is to enable intelligence (artificial intelligence (AI) and beyond) everywhere by delivering the lowest power semiconductor solutions. Ambiq enables its customers to deliver AI compute at the edge where power consumption challenges are the most severe. Ambiq's technology innovations, built on the patented and proprietary subthreshold power optimized technology (SPOT®), fundamentally deliver a multi-fold

improvement in power consumption over traditional semiconductor designs. Ambiq has powered over 300 million devices to date. For more information, visit www.ambiq.com.

Non-GAAP Financial Measures

Ambiq supplements its reporting of financial information determined under generally accepted accounting principles in the United States of America (GAAP), including the use of non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP R&D expenses, non-GAAP SG&A expenses and non-GAAP net loss. These non-GAAP financial measures help management make strategic decisions, establish budgets and operational goals for managing the business, analyzing financial results, and evaluating business performance. Ambiq defines non-GAAP gross profit as gross profit adjusted to exclude expenses not directly attributable to gross profit, such as depreciation and amortization, stock-based compensation and gain on nonmonetary transaction. Ambiq defines non-GAAP gross margin as non-GAAP gross profit as a percentage of net sales. Ambiq defines non-GAAP operating expenses, non-GAAP R&D expenses and non-GAAP SG&A expenses as operating expenses, R&D expenses and SG&A expenses, as applicable, adjusted to exclude expenses not directly attributable to operating expenses, R&D expenses and SG&A expenses, as applicable, such as depreciation and amortization, stock-based compensation, severance costs, IPO-related bonus and IPO and other transaction costs, as applicable. Ambiq defines non-GAAP net loss as net loss adjusted to exclude expenses not directly attributable to the performance of operations, such as income taxes, depreciation and amortization, stock-based compensation, gain on nonmonetary transaction, severance costs, IPO-related bonus, IPO and other transaction costs and warrant valuation.

Ambiq believes these non-GAAP financial measures provide additional tools for investors to use in comparing core business and results of operations over multiple periods with other companies in the industry, many of which present similar non-GAAP financial measures. However, Ambiq's presentation of non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP R&D expenses, non-GAAP SG&A expenses, and non-GAAP net loss may not be comparable to similarly titled measures reported by other companies due to differences in the way that these measures are calculated. These non-GAAP measures have limitations, and should not be considered as the sole measures of our performance and should not be considered in isolation from, or as a substitute for, the most comparable measure calculated in accordance with GAAP.

Forward-Looking Statements

The statements contained in this press release that are not historical facts are forward-looking statements. You can identify forward-looking statements because they contain words such as "believes," "expects," "may," "will," "should," "seeks," "intends," "plans," "estimates," or "anticipates," or similar expressions which concern our strategy, plans, projections or intentions. These forward-looking statements may be included throughout this press release, and include, but are not limited to, statements relating to Ambiq's expectations around its strategic initiatives, growth trajectory and expected second quarter business and full year outlook. By their nature, forward-looking statements are not statements of historical fact or guarantees of future performance and are subject to risks, uncertainties, assumptions or changes in circumstances that are difficult to predict or quantify including those described in the section titled "Risk Factors" in Ambiq's Annual Report on 10-K for the year ended December 31, 2025, as well as in other filings Ambiq may make with the SEC in the future. Ambiq's expectations, beliefs and projections are expressed in good faith and Ambiq believes there is a reasonable basis for them. However, there can be no assurance that management's expectations, beliefs and projections will result or be achieved and actual results may vary materially from what is expressed in or indicated by the forward-looking statements. Any forward-looking statement in this press release speaks only as of the date of this release. Ambiq undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.

AMBIQ MICRO, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited and in thousands, except share and per share amounts)

March 31,

December 31,

2026

2025

Assets

Current assets:

Cash and cash equivalents

$

204,535

$

140,275

Accounts receivable, net

10,975

7,286

Inventories

23,463

16,937

Prepaid expenses and other current assets

2,688

3,421

Total current assets

$

241,661

$

167,919

Property, equipment and software, net of accumulated depreciation and

amortization of $15,051 and $14,632, respectively

4,322

4,137

Right-of-use assets, net

1,682

638

Intangible assets, net of accumulated amortization of $12,090 and $10,752,

respectively

11,465

11,593

Other assets

391

393

Total assets

$

259,521

$

184,680

Liabilities and stockholders’ equity

Current liabilities:

Accounts payable

$

8,285

$

8,577

Accrued and other current liabilities

11,380

10,201

Short-term lease liabilities

982

400

Total current liabilities

$

20,647

$

19,178

Long-term lease liabilities

1,161

278

Other long-term liabilities

2,554

2,765

Total liabilities

$

24,362

$

22,221

Commitments and contingencies (Note 6)

Stockholders’ equity:

Common stock, $0.000001 par value; 500,000,000 shares authorized; 21,359,204 shares and 18,316,928 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively

Additional paid-in-capital

602,416

519,610

Accumulated deficit

(366,882

)

(356,711

)

Accumulated other comprehensive loss

(375

)

(440

)

Total stockholders’ equity

235,159

162,459

Total liabilities and stockholders’ equity

$

259,521

$

184,680

AMBIQ MICRO, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited and in thousands, except share and per share amounts)

March 31, 2026

March 31, 2025

Net sales

$

25,060

$

15,732

Cost of sales

14,169

7,343

Gross profit

10,891

8,389

Operating expenses:

Research and development

12,832

8,687

Selling, general, and administrative

9,748

8,443

Total operating expenses

22,580

17,130

Loss from operations

(11,689

)

(8,741

)

Other income, net

1,521

461

Loss before income taxes

(10,168

)

(8,280

)

Provision for income taxes

3

4

Net loss

$

(10,171

)

$

(8,284

)

Net loss per share, basic and diluted

$

(0.50

)

$

(18.96

)

Weighted-average shares used in computing net loss per share, basic and diluted

20,396,354

436,890

Comprehensive loss:

Currency translation adjustment

65

(30

)

Comprehensive loss

$

(10,106

)

$

(8,314

)

AMBIQ MICRO, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited and in thousands)

For the three months ended March 31,

2026

2025

Cash flows from operating activities

Net loss

$

(10,171

)

$

(8,284

)

Adjustments to reconcile net loss to net cash (used in) provided by operating activities:

Depreciation and amortization

1,740

1,961

Stock-based compensation

3,362

851

Gain on receipt of nonmonetary tangible assets

(1,600

)

Change in right-of-use assets

209

242

Change in warrant valuations and cancellations

(58

)

Changes in operating assets and liabilities

Accounts receivable

(3,644

)

6,349

Inventories

(6,526

)

(286

)

Prepaid expenses and other assets

745

66

Other long-term assets

(3

)

Accounts payable

2,142

2,255

Accrued and other current liabilities

885

(90

)

Other long-term liabilities

88

Net cash (used in) provided by operating activities

(11,173

)

1,406

Cash flows from investing activities

Purchase of intangible assets

(3,437

)

(1,000

)

Purchases of property, equipment and software

(584

)

(116

)

Net cash used in investing activities

(4,021

)

(1,116

)

Cash flows from financing activities

Proceeds from issuance of common stock in connection with follow-on offering, net of underwriting discounts and commissions

76,832

Payment of deferred offering costs

(1,488

)

Proceeds from exercise of stock options

1,090

148

Proceeds from exercise of warrants

3,010

Net cash provided by financing activities

79,444

148

Effect of exchange rate changes on cash and cash equivalents

10

(1

)

Net increase in cash and cash equivalents

64,260

437

Cash and cash equivalents at beginning of period

140,275

60,981

Cash and cash equivalents at end of period

$

204,535

$

61,418

Supplemental disclosure of non-cash investing and financing activities

Intangible assets in accounts payable, accrued and other long-term liabilities

7,536

6,004

Gain on receipt of nonmonetary tangible asset

1,600

Right-of-use assets obtained in exchange for new operating lease liabilities

1,237

383

The following table reconcile the most directly comparable GAAP financial measure to each of these non-GAAP financial measures.

Non-GAAP Net Loss:

Three months ended

March 31,

Three months ended December 31,

2026

2025

2025

(in thousands)

Net loss

$

(10,171

)

$

(8,284

)

$

(10,679

)

Add:

Income taxes

3

4

19

Depreciation and amortization

1,740

1,961

1,648

Stock-based compensation

3,362

851

3,151

Gain on nonmonetary transaction

(1,600

)

Severance costs

20

IPO and other transaction costs

1,793

Warrant valuation

58

Non-GAAP net loss

$

(5,046

)

$

(5,217

)

$

(5,861

)

Non-GAAP Gross Profit and Non-GAAP Gross Margin:

Three months ended

March 31,

Three months ended December 31,

2026

2025

2025

Gross profit

$

10,891

$

8,389

$

8,859

Add:

Depreciation and amortization

499

562

475

Stock-based compensation

187

61

102

Gain on nonmonetary transaction

(1,600

)

Non-GAAP gross profit

$

11,577

$

7,412

$

9,436

Non-GAAP Operating Expenses:

Three months ended

March 31,

Three months ended December 31,

2026

2025

2025

(in thousands)

Operating expenses

$

22,580

$

17,130

$

20,821

Less:

Depreciation and amortization

1,241

1,399

1,173

Stock-based compensation

3,175

790

3,049

Severance

20

IPO and other transaction costs

1,793

Non-GAAP operating expenses

$

18,144

$

13,148

$

16,599

Three months ended

March 31,

Three months ended December 31,

Research and development

2026

2025

2025

(in thousands)

Operating expenses

$

12,832

$

8,687

$

12,012

Less:

Depreciation and amortization

1,202

1,257

1,136

Stock-based compensation

1,518

389

1,609

Severance

20

Non-GAAP operating expenses

$

10,092

$

7,041

$

9,268

Three months ended

March 31,

Three months ended December 31,

Selling, general, and administrative

2026

2025

2025

(in thousands)

Operating expenses

$

9,748

$

8,443

$

8,809

Less:

Depreciation and amortization

39

142

37

Stock-based compensation

1,657

401

1,440

IPO and other transaction costs

1,793

Non-GAAP operating expenses

$

8,052

$

6,107

$

7,331

Non-GAAP Net Loss per Share:

Three months ended March 31,

2026

2025

GAAP net loss

$

(10,171

)

$

(8,284

)

Weighted-average shares used in computing GAAP net loss per share

20,396,354

436,890

GAAP net loss per share

$

(0.50

)

$

(18.96

)

Non-GAAP net loss

$

(5,046

)

$

(5,217

)

Weighted-average shares used in computing non-GAAP net loss per share

20,396,354

436,890

Non-GAAP net loss per share

$

(0.25

)

$

(11.94

)

Company Contact

Charlene Wan

VP of Corporate Marketing

cwan@ambiq.com

Investor Relations Contact

Teneo

Christina Coronios

christina.coronios@teneo.com

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Indicate if registrant meets the emerging growth company criteria.

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Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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Two-character EDGAR code representing the state or country of incorporation.

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Local phone number for entity.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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